Common use of New Lenders Clause in Contracts

New Lenders. By execution of this First Amendment Agreement, each Person identified as a “Lender” on each signature page hereto that is not already a Lender under the Existing Credit Agreement (a “New Lender”) hereby acknowledges, agrees and confirms that, by its execution of this First Amendment Agreement, such Person shall be deemed to be a party to the Amended Credit Agreement and a “Lender” for all purposes of the Amended Credit Agreement and shall have all of the obligations of a Lender thereunder as if it had executed the Existing Credit Agreement. Each New Lender (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this First Amendment Agreement and to consummate the transactions contemplated hereby and to become a Lender under the Amended Credit Agreement and (ii) it meets the requirements to be an Eligible Assignee, (b) confirms it has received and had an opportunity to review a copy of the Amended Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.01 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this First Amendment Agreement, (c) confirms it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this First Amendment Agreement, (d) if it is a Foreign Lender, agrees to provide any documentation required to be delivered by it pursuant to the terms of the Amended Credit Agreement, duly completed and executed by the New Lender; and (e) agrees that (i) it will, independently and without reliance on the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender. Each New Lender hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions applicable to Lenders contained in the Amended Credit Agreement.

New Lenders. By execution Subject to the occurrence of this First the Third Amendment AgreementEffective Date, each Person identified as of the parties hereto hereby agrees that each of the Lenders (including certain existing Lenders becoming a “Lender” Revolving Lender with a new Class of Revolving Commitment) listed on each signature page Schedule I hereto that is not already a Lender under the Existing Credit Agreement (each, a “New Lender” and, collectively, the “New Lenders”) hereby acknowledges, agrees will (and confirms that, by its execution of this First Amendment Agreement, such Person shall be deemed to be a party to the Amended Credit Agreement and does hereby) become a “Revolving Lender” under and for all purposes of the Amended Credit Agreement with a Commitment of a Class and shall have amount as set forth on Schedule II hereto and hereby agrees to be bound by and comply with all of the terms and provisions of the Credit Agreement applicable to it as a “Revolving Lender” thereunder and that it will perform all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender thereunder as if it had executed the Existing Credit AgreementRevolving Lender. Each New Lender (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this First Amendment Agreement and to consummate the transactions contemplated hereby and to become a Revolving Lender under the Amended Credit Agreement and Agreement. For the avoidance of doubt, the Commitments of each Lender (iiincluding the New Lenders) it meets the requirements to shall be an Eligible Assignee, (b) confirms it has received and had an opportunity to review a copy as set forth in Schedule I of the Amended Credit Agreement, as amended and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.01 thereof, restated hereby as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this First Amendment Agreement, (c) confirms it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this First Amendment Agreement, (d) if it is a Foreign Lender, agrees to provide any documentation required to be delivered by it pursuant to the terms of the Amended Credit Agreement, duly completed and executed by the New Lender; and (e) agrees that (i) it will, independently and without reliance on the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions set forth in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender. Each New Lender hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions applicable to Lenders contained in the Amended Credit AgreementExhibit B hereto.

New Lenders. By execution (a) Subject to the occurrence of this First the Fifth Amendment AgreementEffective Date, each Person identified of the parties hereto hereby agrees that each of the Persons (including certain existing Lenders becoming an Initial Term Lender with an Initial Term Commitment) listed on Schedule I hereto as a “New Lender” (each, a “New Lender” and, collectively, the “New Lenders”) will (and does hereby) become a “Lender” under and for all purposes of the Credit Agreement with Commitments of a Class and amount as set forth on Schedule I hereto. Each New Lender hereby agrees to be bound by and comply with all of the terms and provisions of the Credit Agreement applicable to it as a “Lender” on each signature page hereto thereunder and that is not already a Lender under the Existing Credit Agreement (a “New Lender”) hereby acknowledges, agrees and confirms that, by its execution of this First Amendment Agreement, such Person shall be deemed to be a party to the Amended Credit Agreement and a “Lender” for all purposes of the Amended Credit Agreement and shall have it will perform all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender thereunder as if it had executed the Existing Credit AgreementLender. Each New Lender (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this First Amendment Agreement and to consummate the transactions contemplated hereby and to become a Lender under the Amended Credit Agreement. For the avoidance of doubt, the Commitments of each Lender (including the New Lenders) shall be as set forth in Schedule 1.01(b) of the Credit Agreement, as amended and restated in its entirety hereby. (b) Each of the Lenders (including each New Lender) hereby acknowledges and agrees that (i) no Lender nor the Administrative Agent has made any representations or warranties or assumed any responsibility with respect to (A) any statements, warranties or representations made by any Obligor in or in connection with this Amendment, the Credit Agreement and or any other Loan Document or, with respect to any Obligor, the execution, legality, validity, enforceability, genuineness or sufficiency of this Amendment, the Credit Agreement or any other Loan Document or (B) the financial condition of any Obligor or the performance by any Obligor of its obligations hereunder or under the Credit Agreement or any other Loan Document; (ii) it meets the requirements to be an Eligible Assignee, (b) confirms it has received and had an opportunity to review a copy of the Amended Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.01 thereof, as applicable, and such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this First Amendment Agreement, (c) confirms it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this First Amendment Agreement, (d) if it is a Foreign Lender, agrees to provide any documentation required to be delivered by it pursuant to the terms of the Amended Credit Agreement, duly completed and executed by the New LenderAmendment; and (e) agrees that (iiii) it will, independently has made and without reliance on the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue continues to make its own credit decisions in taking or not taking action under the Loan Documents, independently and without reliance upon the Administrative Agent or any other Lender. In connection with the Initial Term Loan made on the Fifth Amendment Effective Date under the Initial Term Commitment, the Borrower hereby requests, and each of the other parties hereby agree that any proceeds of the Initial Term Loan made on the Fifth Amendment Effective Date and not applied to the payment of fees and expenses on the Fifth Amendment Effective Date (ii) it will perform the “Repayment Amount”), shall be applied to the prepayment of the outstanding principal amount of the Revolving Loans in accordance with their terms all of the obligations which by the terms of the Loan Documents are required and pursuant to be performed by it as a Lender. Each New Lender hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions applicable to Lenders contained in the Amended Credit AgreementSection 5.08.

New Lenders. By execution Subject to the occurrence of this First Amendment Agreementthe Effective Date, each Person identified as a “Lender” on of the parties hereto hereby agrees that each signature page hereto that is not already of the Lenders (including certain existing Lenders becoming a Lender under the Existing Credit Agreement with a new Class of Commitment) listed on Schedule I hereto (each, a “New Lender” and, collectively, the “New Lenders”) hereby acknowledges, agrees will (and confirms that, by its execution of this First Amendment Agreement, such Person shall be deemed to be a party to the Amended Credit Agreement and does hereby) become a “Lender”, “Revolving Lender”, “Term Lender”, “Multicurrency Lender” and/or “Dollar Lender”, as applicable, under and for all purposes of the Amended Credit Agreement with Commitments of a Class and shall have amount as set forth on Schedule I hereto and hereby agrees to be bound by and comply with all of the terms and provisions of the Credit Agreement applicable to it as a “Lender”, “Revolving Lender”, “Term Lender”, “Multicurrency Lender” and/or “Dollar Lender”, as applicable, thereunder and that it will perform all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender, Revolving Lender, Term Lender, Multicurrency Lender thereunder and/or Dollar Lender, as if it had executed the Existing Credit Agreementapplicable. Each New Lender (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this First Amendment Agreement and to consummate the transactions contemplated hereby and to become a Lender, Revolving Lender, Term Lender, Multicurrency Lender under the Amended Credit Agreement and (ii) it meets the requirements to be an Eligible Assignee, (b) confirms it has received and had an opportunity to review a copy of the Amended Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.01 thereofand/or Dollar Lender, as applicable, and such other documents and information under the Credit Agreement. For the avoidance of doubt, the Commitments of each Lender (including the New Lenders) shall be as it deems appropriate to make its own credit analysis and decision to enter into this First Amendment Agreement, (c) confirms it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this First Amendment Agreement, (d) if it is a Foreign Lender, agrees to provide any documentation required to be delivered by it pursuant to the terms set forth in Schedule I of the Amended Credit Agreement, duly completed and executed by the New Lender; and (e) agrees that (i) it will, independently and without reliance on the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender. Each New Lender hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions applicable to Lenders contained in the Amended Credit Agreementamended hereby.

New Lenders. By execution Subject to the occurrence of this First the Third Amendment AgreementEffective Date, each Person identified of the parties hereto hereby agrees that each of the Lenders (including certain existing Lenders becoming a Revolving Lender with a new Class of Revolving Commitment or a Third Amendment Effective Date Term Lender with new Term Commitment, as a “Lender” applicable) listed on each signature page Schedule I hereto that is not already a Lender under the Existing Credit Agreement (each, a “New Lender” and, collectively, the “New Lenders”) hereby acknowledges, agrees will (and confirms that, by its execution of this First Amendment Agreement, such Person shall be deemed to be a party to the Amended Credit Agreement and does hereby) become a “Revolving Lender” or a “Term Lender”, as applicable, under and for all purposes of the Amended Credit Agreement with a Commitment of a Class and shall have amount as set forth on Schedule II hereto and hereby agrees to be bound by and comply with all of the terms and provisions of the Credit Agreement applicable to it as a “Revolving Lender” or a “Term Lender”, as applicable, thereunder and that it will perform all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Revolving Lender thereunder or a Term Lender, as if it had executed the Existing Credit Agreementapplicable. Each New Lender (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this First Amendment Agreement and to consummate the transactions contemplated hereby and to become a Revolving Lender under the Amended Credit Agreement and (ii) it meets the requirements to be an Eligible Assignee, (b) confirms it has received and had an opportunity to review or a copy of the Amended Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.01 thereofTerm Lender, as applicable, and such other documents and information under the Credit Agreement. For the avoidance of doubt, the Commitments of each Lender (including the New Lenders) shall be as it deems appropriate to make its own credit analysis and decision to enter into this First Amendment Agreement, (c) confirms it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this First Amendment Agreement, (d) if it is a Foreign Lender, agrees to provide any documentation required to be delivered by it pursuant to the terms set forth in Schedule I of the Amended Credit Agreement, duly completed as amended and executed by the New Lender; and (e) agrees that (i) it will, independently and without reliance on the Administrative Agent or any other Lender, and based on such documents and information restated hereby as it shall deem appropriate at the time, continue to make its own credit decisions set forth in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender. Each New Lender hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions applicable to Lenders contained in the Amended Credit AgreementExhibit B hereto.

New Lenders. By execution (a) Subject to the occurrence of this First the Amendment AgreementEffective Date (as hereinafter defined), each Person identified of the parties hereto hereby agrees that each of the Lenders (including certain existing Lenders becoming a Lender with a new Class of Commitment) listed on Schedule I hereto (each, a “New Lender” and, collectively, the “New Lenders”) will (and does hereby) become a “Lender” under and for all purposes of the Credit Agreement with Commitments of a Class and amount as set forth on Schedule I hereto and hereby agrees to be bound by and comply with all of the terms and provisions of the Credit Agreement applicable to it as a “Lender” on each signature page hereto thereunder and that is not already a Lender under the Existing Credit Agreement (a “New Lender”) hereby acknowledges, agrees and confirms that, by its execution of this First Amendment Agreement, such Person shall be deemed to be a party to the Amended Credit Agreement and a “Lender” for all purposes of the Amended Credit Agreement and shall have it will perform all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender thereunder as if it had executed the Existing Credit AgreementLender. Each New Lender (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this First Amendment Agreement and to consummate the transactions contemplated hereby and to become a Lender under the Amended Credit Agreement. For the avoidance of doubt, the Commitments of each Lender (including the New Lenders) shall be as set forth in Schedule 1.01(b) of the Credit Agreement, as amended hereby. (b) Each of the Lenders (including each New Lender) hereby acknowledges and agrees that (i) no Lender nor the Administrative Agent has made any representations or warranties or assumed any responsibility with respect to (A) any statements, warranties or representations made by any Obligor in or in connection with this Amendment, the Credit Agreement and or any other Loan Document or, with respect to any Obligor, the execution, legality, validity, enforceability, genuineness or sufficiency of this Amendment, the Credit Agreement or any other Loan Document or (B) the financial condition of any Obligor or the performance by any Obligor of its obligations hereunder or under the Credit Agreement or any other Loan Document; (ii) it meets the requirements to be an Eligible Assignee, (b) confirms it has received and had an opportunity to review a copy of the Amended Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.01 thereof, as applicable, and such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this First Amendment Agreement, (c) confirms it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this First Amendment Agreement, (d) if it is a Foreign Lender, agrees to provide any documentation required to be delivered by it pursuant to the terms of the Amended Credit Agreement, duly completed and executed by the New LenderAmendment; and (e) agrees that (iiii) it will, independently has made and without reliance on the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue continues to make its own credit decisions in taking or not taking action under the Loan Documents, independently and (ii) it will perform in accordance with their terms all of without reliance upon the obligations which by the terms of the Loan Documents are required to be performed by it as a Administrative Agent or any other Lender. Each New Lender hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions applicable to Lenders contained in the Amended Credit Agreement.

New Lenders. By execution Subject to the occurrence of this First the Second Amendment AgreementEffective Date, each Person identified as of the parties hereto hereby agrees that each of the Lenders (including certain existing Lenders becoming a “Lender” Revolving Lender with a new Class of Revolving Commitment) listed on each signature page Schedule II hereto that is not already a Lender under the Existing Credit Agreement (each, a “New Lender” and, collectively, the “New Lenders”) hereby acknowledges, agrees will (and confirms that, by its execution of this First Amendment Agreement, such Person shall be deemed to be a party to the Amended Credit Agreement and does hereby) become a “Revolving Lender” under and for all purposes of the Amended Credit Agreement with a Commitment of a Class and shall have amount as set forth on Schedule II hereto and hereby agrees to be bound by and comply with all of the terms and provisions of the Credit Agreement applicable to it as a “Revolving Lender” thereunder and that it will perform all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender thereunder as if it had executed the Existing Credit AgreementRevolving Lender. Each New Lender (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this First Amendment Agreement and to consummate the transactions contemplated hereby and to become a Revolving Lender under the Amended Credit Agreement and Agreement. For the avoidance of doubt, the Commitments of each Lender (iiincluding the New Lenders) it meets the requirements to shall be an Eligible Assignee, (b) confirms it has received and had an opportunity to review a copy as set forth in Schedule I of the Amended Credit Agreement, as amended and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.01 thereof, restated hereby as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this First Amendment Agreement, (c) confirms it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this First Amendment Agreement, (d) if it is a Foreign Lender, agrees to provide any documentation required to be delivered by it pursuant to the terms of the Amended Credit Agreement, duly completed and executed by the New Lender; and (e) agrees that (i) it will, independently and without reliance on the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions set forth in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender. Each New Lender hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions applicable to Lenders contained in the Amended Credit AgreementExhibit B hereto.

New Lenders. By execution The parties hereto acknowledge and agree that: (a) Each of this First Amendment Agreement, each Person identified as a “Lender” on each signature page hereto the undersigned financial institutions that is not already a Lender under party to the Existing Credit Agreement prior to the Amendment Effective Date (each, a “New Lender”) hereby acknowledges, agrees and confirms that, by its execution of this First Amendment Agreement, such Person shall be deemed to be a party to bound by the Amended Credit Agreement and a “Lender” for all purposes provisions of the Amended Credit Agreement and shall have agrees that it shall, on the Amendment Effective Date, become a Lender for all purposes of the obligations of a Lender thereunder as if it had executed the Existing Credit Agreement. , with a Revolving Commitment, a Term A-1 Loan Commitment and/or a Term A-2 Loan Commitment, as applicable, as set forth on Schedule 2.01 attached to the Amended Credit Agreement. (b) Each undersigned New Lender (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this First Amendment Agreement and to consummate the transactions contemplated hereby and by the Amended Credit Agreement and to become a Lender under the Amended Credit Agreement and Agreement, (ii) it meets satisfies the requirements requirements, if any, specified in the Credit Agreement and under applicable law that are required to be an Eligible Assigneesatisfied by it in order to become a Lender, (biii) confirms from and after the Amendment No. 1 Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Revolving Commitment, Term A-1 Loan Commitment and/or Term A-2 Loan Commitment that it will obtain pursuant to this Amendment and either it, or the Person exercising discretion in making its decision to acquire such Commitment(s), is experienced in acquiring assets of such type and (v) it has received and had an opportunity to review a copy of the Amended Credit Agreement, and has received or has been accorded the opportunity to receive together with copies of the most recent financial statements delivered pursuant to Section 6.01 5.01 thereof, as applicable, and such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this First Amendment (and become party to the Amended Credit Agreement, (c) confirms on the basis of which it has, has made such analysis and decision independently and without reliance upon on the Administrative Agent Agent, any Arranger or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this First Amendment Agreement, (d) if it is a Foreign Lender, agrees to provide or any documentation required to be delivered by it pursuant to the terms of the Amended Credit Agreement, duly completed and executed by the New Lendertheir respective Related Parties; and (eb) agrees that (i) it will, independently and without reliance on the Administrative Agent Agent, any Arranger or any other LenderLender or any of their respective Related Parties, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Amended Credit Agreement and the other Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Amended Credit Agreement and the other Loan Documents are required to be performed by it as a Lender. Each New Lender hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions applicable to Lenders contained in the Amended Credit Agreement.

New Lenders. By execution (a) Subject to the occurrence of this First the Second Amendment AgreementEffective Date, each Person identified of the parties hereto hereby agrees that each of the Lenders (including certain existing Lenders becoming a Lender with a new Class of Commitment) listed on Schedule I hereto (each, a “New Lender” and, collectively, the “New Lenders”) will (and does hereby) become a “Lender” under and for all purposes of the Credit Agreement with Commitments of a Class and amount as set forth on Schedule I hereto and hereby agrees to be bound by and comply with all of the terms and provisions of the Credit Agreement applicable to it as a “Lender” on each signature page hereto thereunder and that is not already it will perform all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender. Each New Lender represents and warrants that it has full power and authority, and has taken all action necessary, to execute this Amendment and to consummate the transactions contemplated hereby and to become a Lender under the Existing Credit Agreement (a “New Lender”) hereby acknowledges, agrees and confirms that, by its execution of this First Amendment Agreement, such Person shall be deemed to be a party to the Amended Credit Agreement and a “Lender” for all purposes of the Amended Credit Agreement and shall have all of the obligations of a Lender thereunder as if it had executed the Existing Credit Agreement. For the avoidance of doubt, the Commitments of each Lender (including the New Lenders) shall be as set forth in Schedule 1.01(b) of the Credit Agreement, as amended hereby. (b) Each of the Lenders (including each New Lender) hereby acknowledges and agrees that (i) no Lender nor the Administrative Agent has made any representations or warranties or assumed any responsibility with respect to (A) any statements, warranties or representations made by any Obligor in or in connection with this Amendment, the Credit Agreement or any other Loan Document or, with respect to any Obligor, the execution, legality, validity, enforceability, genuineness or sufficiency of this Amendment, the Credit Agreement or any other Loan Document or (B) the financial condition of any Obligor or the performance by any Obligor of its obligations hereunder or under the Credit Agreement or any other Loan Document; (ii) it has received such information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; and (iii) it has made and continues to make its own credit decisions in taking or not taking action under the Loan Documents, independently and without reliance upon the Administrative Agent or any other Lender. (c) Each of the New Lenders hereby (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this First Amendment Agreement and to consummate the transactions contemplated hereby and to become a Lender under the Amended Credit Agreement and (as amended hereby), (ii) it meets satisfies the requirements requirements, if any, specified in the Credit Agreement that are required to be an Eligible Assigneesatisfied by it in order to make its Commitment set forth opposite its name on Schedule 1.01(b) (as amended by this Amendment) and become a Lender, (biii) confirms from and after the Second Amendment Effective Date, it shall be bound by the provisions of the Credit Agreement (as amended hereby) as a Lender thereunder and, to the extent of its Commitment set forth opposite its name on Schedule 1.01(b) (as amended by this Amendment), shall have the obligations of a Lender thereunder, (iv) it has received and had an opportunity to review a copy of the Amended Credit Agreement, and has received or has been accorded the opportunity to together with receive copies of the most recent financial statements delivered pursuant to Section 6.01 5.01 thereof, as applicable, and such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this First Amendment Agreementand to make its Commitment set forth opposite its name on Schedule 1.01(b) (as amended by this Amendment), (c) confirms on the basis of which it has, has made such analysis and decision independently and without reliance upon on the Administrative Agent or any other Lender Lender, and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this First Amendment Agreement, (dvi) if it is a Foreign Lender, agrees it has delivered to provide the Administrative Agent any documentation required to be delivered by it pursuant to the terms of the Amended Credit Agreement, duly completed and executed by it, and (b) appoints and authorizes the New LenderAdministrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Administrative Agent and the Collateral Agent, as the case may be, by the terms thereof, together with such actions and powers as are reasonably incidental thereto; and (ec) agrees that (i) it will, independently and without reliance on the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender. Each New Lender hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions applicable to Lenders contained in the Amended Credit Agreement.

New Lenders. By execution of this First Amendment AgreementSubject to the terms and conditions set forth herein, each Person identified as Lender with a “Revolving Commitment and each Initial Term Lender” on , in each signature page hereto case, that is not already a Lender under the Existing Credit Agreement immediately prior to the Amendment No. 2 Effective Date (each, a “New Lender”) ), hereby acknowledges, agrees and confirms that, by its execution of this First Amendment Agreement, such Person shall be deemed to be a party to the Amended Credit Agreement and a “Lender” for all purposes of the Amended Credit Agreement and shall have all of the obligations of a Lender thereunder as if it had executed the Existing Credit Agreement. Each New Lender (ai) represents and warrants that (iA) it has full power and authority, and has taken all action necessary, to execute and deliver this First Amendment Agreement and to consummate the transactions contemplated hereby and to become a Lender under the Amended Credit Agreement and Agreement, (iiB) it meets the requirements to be is an Eligible Assignee, (bC) confirms from and after the Amendment No. 2 Effective Date, it shall be bound by the provisions of the Amended Credit Agreement as a Lender thereunder and, to the extent of the Revolving Credit Commitment and Initial Term Loan Commitment, as applicable, of such New Lender, shall have the obligations of a Lender thereunder and deemed to be a Lender for all purposes thereunder, (D) it is sophisticated with respect to decisions to acquire assets of the type represented by such Revolving Credit Commitment and such Initial Term Loan Commitment, as applicable, and either it, or the Person exercising discretion in making its decision to extend such Revolving Credit Commitment and Initial Term Loan Commitment, as applicable, is experienced in acquiring assets of such type, (E) it has received and had an opportunity to review a copy of the Amended Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.01 thereofSections 6.01(a) and (b) thereof (or, prior to the delivery of such financial statements, the Annual Financial Statements and the Quarterly Financial Statements), as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this First Amendment Agreementand to extend such Revolving Credit Commitment and Initial Term Loan Commitment, as applicable, (cF) confirms it has, independently and without reliance upon the Administrative any Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this First Amendment Agreementand to extend such Revolving Credit Commitment and Initial Term Loan Commitment, as applicable, (dG) if it is a Foreign Lender, agrees has separately delivered to provide the Administrative Agent and the Borrower any documentation required to be delivered by it pursuant to the terms of the Amended Credit Agreement, including but not limited to any documentation required pursuant to Section 3.01 of the Credit Agreement, duly completed and executed by the such New Lender; , and (eH) it is not a Disqualified Institution, (ii) appoints and authorizes the Administrative Agent and Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Amended Credit Agreement and the other Loan Documents as are delegated to or otherwise conferred upon the Administrative Agent or the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto, (iii) agrees that (iA) it will, independently and without reliance on upon the Administrative Agent, the Collateral Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (iiB) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender. Each Lender and (iv) agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which such New Lender hereby ratifiesdesignates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, as of the date hereofLoan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with such New Lender’s compliance procedures and applicable laws, including federal and agrees to be bound by, all of the terms, provisions and conditions applicable to Lenders contained in the Amended Credit Agreementstate securities laws.

New Lenders. (a) By execution of this First Amendment AgreementAmendment, each Person identified as a “Lender” on each signature page hereto that is not already a Lender under the Existing of Citibank, N.A. and Farm Credit Agreement Mid-America, PCA (each, a “New Lender” and collectively, the “New Lenders”) hereby (i) acknowledges, agrees and confirms that, by its execution of this First Amendment AgreementAmendment, such Person New Lender shall be deemed to be a party to the Amended Credit Agreement as of the Amendment No. 3 Effective Date and a “Lender” for all purposes of the Amended Credit Agreement and shall have all of the obligations of a Lender thereunder thereunder, and (ii) agrees to provide a Revolving Credit Commitment in the amount set forth on Schedule 2.01 attached hereto. Each New Lender hereby ratifies, as if it had executed of the Existing Amendment No. 3 Effective Date, and agrees to be bound by, all of the terms, provisions and conditions applicable to Lenders contained in the Amended Credit Agreement. Each New Lender acknowledges that it has a participation interest in each Letter of Credit issued prior to the Amendment No. 3 Effective Date and outstanding on the Amendment No. 3 Effective Date and any drawings thereunder. (ab) Each New Lender (i) represents and warrants that (iA) it has full power and authority, and has taken all action necessary, to execute and deliver this First Amendment Agreement and to consummate the transactions contemplated hereby and to become a Lender under the Amended Credit Agreement and Agreement, (iiB) it meets satisfies the requirements to be of an Eligible Assignee, (bC) confirms from and after the Amendment No. 3 Effective Date, it shall be bound by the provisions of the Amended Credit Agreement as a Lender thereunder and shall have the obligations of a Lender thereunder, (D) it is sophisticated with respect to its decision to enter into this Amendment and to become a Lender under the Amended Credit Agreement and either it, or the Person exercising discretion in making its decision to enter into this Amendment and to become a Lender under the Amended Credit Agreement, is experienced in transactions of this type, (E) it has received and had an opportunity to review a copy of the Amended Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.01 thereof, as applicable, Sections 6.01(a) and 6.01(b) of the Existing Credit Agreement and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this First Amendment and to become a Lender under the Amended Credit Agreement, (cF) confirms it has, independently and without reliance upon the Administrative Agent Agent, any other Lender or any other Lender Person and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this First Amendment and become a Lender under the Amended Credit Agreement, and (dG) if it is a Foreign Lender, agrees to provide it has delivered any documentation required to be delivered by it pursuant to the terms of the Amended Credit Agreement, duly completed and executed by the New Lenderit; and (eii) agrees that (iA) it will, independently and without reliance on the Administrative Agent Agent, any other Lender or any other LenderPerson, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (iiB) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender. Each New Lender hereby ratifies. (c) The Borrower agrees that, as of the date hereofAmendment No. 3 Effective Date, each New Lender shall (i) be a party to the Amended Credit Agreement, (ii) be a “Lender” for all purposes of the Amended Credit Agreement and the other Loan Documents, and agrees to be bound by, all (iii) have the rights and obligations of a Lender under the Amended Credit Agreement and the other Loan Documents. (d) The address of each New Lender for purposes of Section 10.02 of the termsAmended Credit Agreement is as set forth in such New Lender’s Administrative Questionnaire delivered by such New Lender to the Administrative Agent on or before the Amendment No. 3 Effective Date, provisions and conditions applicable to Lenders contained or such other address as shall be designated by such New Lender in accordance with Section 10.02 of the Amended Credit Agreement.

New Lenders. By execution Subject to the occurrence of this First Amendment Agreementthe Effective Date, each Person identified as a “Lender” on of the parties hereto hereby agrees that each signature page hereto that is not already of the Lenders (including certain existing Lenders becoming a Lender under the Existing Credit Agreement with a new Class of Commitment) listed on Schedule I hereto (each, a “New Lender” and, collectively, the “New Lenders”) hereby acknowledges, agrees will (and confirms that, by its execution of this First Amendment Agreement, such Person shall be deemed to be a party to the Amended Credit Agreement and does hereby) become a “Lender”, “Revolving Lender” and/or “Multicurrency Lender”, as applicable, under and for all purposes of the Amended Credit Agreement with Commitments of a Class and shall have amount as set forth on Schedule I hereto and hereby agrees to be bound by and comply with all of the terms and provisions of the Credit Agreement applicable to it as a “Lender”, “Revolving Lender” and/or “Multicurrency Lender”, as applicable, thereunder and that it will perform all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender, Revolving Lender thereunder and/or Multicurrency Lender, as if it had executed the Existing Credit Agreementapplicable. Each New Lender (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this First Amendment Agreement and to consummate the transactions contemplated hereby and to become a Lender, Revolving Lender under the Amended Credit Agreement and (ii) it meets the requirements to be an Eligible Assignee, (b) confirms it has received and had an opportunity to review a copy of the Amended Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.01 thereofand/or Multicurrency Lender, as applicable, and such other documents and information under the Credit Agreement. For the avoidance of doubt, the Commitments of each Lender (including the New Lenders) shall be as it deems appropriate to make its own credit analysis and decision to enter into this First Amendment Agreement, (c) confirms it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this First Amendment Agreement, (d) if it is a Foreign Lender, agrees to provide any documentation required to be delivered by it pursuant to the terms set forth in Schedule I of the Amended Credit Agreement, duly completed and executed by the New Lender; and (e) agrees that (i) it will, independently and without reliance on the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender. Each New Lender hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions applicable to Lenders contained in the Amended Credit Agreementamended hereby.

New Lenders. (a) By execution of this First Amendment Agreement, each Person identified as a “New Lender” on each the signature page pages hereto that is not already a Lender under the Existing Credit Agreement (each such Person, a “New Lender”) hereby (i) acknowledges, agrees and confirms that, by its execution of this First Amendment Agreement, such Person New Lender shall be deemed to be a party to the Amended Credit Agreement as of the date hereof and a “Lender” for all purposes of the Amended Credit Agreement and shall have all of the obligations of a Lender thereunder thereunder, and (ii) agrees to provide the Commitments in the amount set forth on Schedule 1.01(b) attached hereto. Each New Lender hereby ratifies, as if it had executed of the Existing date hereof, and agrees to be bound by, all of the terms, provisions and conditions applicable to Lenders contained in the Credit Agreement. Each New Lender acknowledges that it has a participation interest in each Swingline Loan made prior to the date hereof and in each Letter of Credit issued prior to the date hereof and any drawings thereunder. (ab) Each New Lender (i) represents and warrants that (iA) it has full power and authority, and has taken all action necessary, to execute and deliver this First Amendment Agreement and to consummate the transactions contemplated hereby and to become a Lender under the Amended Credit Agreement and Agreement, (iiB) it meets all the requirements to be an Eligible AssigneeAssignee under the terms of the Credit Agreement (subject to such consents, if any, as may be required under the terms of the Credit Agreement), (bC) confirms from and after the date hereof, it shall be bound by the provisions of the Credit Agreement and the other Loan Documents as a Lender thereunder and shall have the obligations of a Lender thereunder, (D) it is sophisticated with respect to decisions to become a Lender under the Credit Agreement and it is experienced in transactions of this type, (E) it has received and had an opportunity to review a copy of the Amended Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.01 thereof, as applicablethe terms of the Credit Agreement, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this First Amendment Agreement and to become a Lender under the Credit Agreement, (cF) confirms it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this First Amendment Agreement and to become a Lender under the Credit Agreement, and (dG) if it is a Foreign Lender, agrees to provide it has delivered any documentation required to be delivered by it pursuant to the terms of the Amended Credit Agreement, duly completed and executed by the such New Lender; and (eii) agrees that (iA) it will, independently and without reliance on upon the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (iiB) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender. . (c) Each New Lender hereby ratifiesLoan Party agrees that, as of the date hereof, and agrees each New Lender shall (i) be a party to the Credit Agreement, (ii) be bound by, a “Lender” for all purposes of the termsCredit Agreement and the other Loan Documents, provisions and conditions applicable (iii) have the rights and obligations of a Lender under the Credit Agreement and the other Loan Documents. (d) The address of each New Lender for purposes of 11.02 of the Credit Agreement is as set forth in such New Lender’s Administrative Questionnaire delivered by such New Lender to Lenders contained the Administrative Agent on or before the date hereof, or such other address as shall be designated by such New Lender in accordance with Section 11.02 of the Amended Credit Agreement.

New Lenders. By 1. Each New Lender acknowledges and agrees that upon its execution of this First Amendment Agreementthat, in each case from and after the effectiveness of this Amendment, each Person identified as shall become a “Lender” on each signature page hereto that is not already a Lender under under, and for all purposes of, the Existing Credit Agreement (a “New Lender”as amended hereby) hereby acknowledgesand the other Loan Documents, agrees and confirms that, by its execution of this First Amendment Agreement, such Person shall be deemed subject to be a party to and bound by the Amended Credit Agreement terms thereof, and a “Lender” for shall perform all purposes the obligations of the Amended Credit Agreement and shall have all of the obligations rights of a Lender thereunder as if it had executed the Existing Credit Agreement. Each New Lender thereunder, and further: (a) represents and warrants that (i) it has full power and authority, and has taken all action actions necessary, to execute and deliver this First Amendment Agreement and to consummate the transactions contemplated hereby and to become a Lender under the Amended Credit Agreement and hereby, (ii) except for obtaining the consents, if any, required under the Credit Agreement, it meets all the requirements and is otherwise a Person eligible to be (and not disqualified from being) an Eligible Assigneeassignee under Section 10.9 of the Credit Agreement, (iii) it is sophisticated with respect to decisions to acquire the Revolving Loans and Revolving Loan Commitments assigned to it hereunder and either New Lender or the Person exercising discretion in making the decision for such assignment is experienced in acquiring assets of such type, (iv) the Person signing, executing and delivering this Amendment on behalf of the New Lender is an authorized signer for the New Lender and is authorized to execute, sign and deliver this Amendment, (v) the representations and warranties required to be made by it under the Credit Agreement are true, correct and complete and (vi) it is not a Disqualified Institution; (b) irrevocably appoints and authorizes Agent to take such action as administrative agent on its behalf and to exercise such powers under the Loan Documents as are delegated to Agent by the terms thereof, together with such powers as are reasonably incidental thereto; (c) agrees that it shall perform in accordance with their terms all obligations that, by the terms of the Loan Documents, are required to be performed by it as a Lender; (d) confirms it has received and had an opportunity to review a copy of the Amended Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.01 thereof, as applicable, and such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this First Amendment Agreement, (c) confirms it has, Assignment and shall continue to make its own credit decisions in taking or not taking any action under any Loan Document independently and without reliance upon the Administrative Agent Agent, any L/C Issuer, any Lender or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this First Amendment Agreement, (d) if it is a Foreign Lender, agrees to provide any documentation required to be delivered by it pursuant to the terms of the Amended Credit Agreement, duly completed and executed by the New Lender; and (e) agrees that (i) it will, independently and without reliance on the Administrative Agent or any other Lender, Indemnitee and based on such documents and information as it shall deem appropriate at the time; (e) acknowledges and agrees that, continue as a Lender, it may receive material non-public information and confidential information concerning the Credit Parties and their Affiliates and their Stock and agrees to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform use such information in accordance with their terms all Section 10.10 of the obligations which by Credit Agreement; (f) specifies as its applicable Lending Offices (and addresses for notices) the terms of offices at the Loan Documents are addresses specified to Agent prior to the date hereof and that it has delivered to Agent an assignment fee to the extent required to be performed paid under Section 10.9 of the Credit Agreement and all documentation required to be delivered by it as a Lender. Each New Lender hereby ratifies, as pursuant to Section 11.1 of the date hereofCredit Agreement, duly completed and executed by such New Lender; and (g) agrees to be bound by, all execute and deliver to Agent any document or instrument reasonably requested by Agent to effect any of the terms, provisions and conditions applicable to Lenders contained in the Amended Credit Agreementforegoing.